ex10_3.htm


    
      

    

    
      Exhibit
10.3

      


      AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

      


      Amendment
No. 1, dated as of December 30, 2009 (this “Amendment”), to the Employment
Agreement (the “Agreement”), dated as of January 17, 2007 by and among SYSTEMAX
INC., a Delaware corporation (the “Company") and LAWRENCE P. REINHOLD (the
"Employee").

      


      RECITALS

      


      WHEREAS,
the Company and the Employee desire to amend the Agreement as set forth in this
Amendment.

      


      NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereby agree as follows:

      


      1.            
Additional
Provision.  The following provision shall be added as paragraph
(h) to Section 4 of the Agreement:

      


      (h)           Delayed
Payment.  Notwithstanding anything else herein to the contrary,
any payment scheduled to be made to the Employee after Employee’s termination of
employment shall not be made until the date six months after the date of the
termination of employment to the extent necessary to comply with Section
409A(a)(B)(i) and applicable Treasury Regulations.

      


      2.          
  Effectiveness.  This
Amendment shall be deemed effective as of the date first above written, as if
executed on such date.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect and shall be otherwise
unaffected.

      


      3.         
   Governing
Law.  This Amendment shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.

      


      4.             Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall for
all purposes be deemed an original, and all of which together shall constitute
but one and the same instrument.

      


      


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      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Employment Agreement to be duly executed by their respective authorized officers
as of the date first above written.

      


      


      
        	 
      	
                SYSTEMAX
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      	 
      
	 
      	 
	 
      	 
      	 
      	
                By:
      Lawrence P. Reinhold

              


      

      


      


      [Signature
Page to Amendment No. 1 to Employment Agreement]